Poison Creek Ranches #1, Ltd., Poison Creek Ranches #2, Ltd., Poison Creek Ranches #3, Ltd., Poison Creek Ranches #4, Ltd., Walter J. Hoyt, III, Tax Matters Partner, et al. - Page 15

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          having an original depreciable basis of $4,000."  We do not                 
          believe this provision is clear and unambiguous because it could            
          be read on its own to limit the type of cattle held by the                  
          partnerships.  However, we interpret this paragraph as qualifying           
          the one directly proceeding it which limits the number of cattle            
          subject to depreciation for each year, and neither party has                
          suggested a different interpretation.  After considering these              
          provisions and the agreement as a whole, we reject petitioner's             
          argument that the provision limiting the number of depreciable              
          cattle should be read to limit the total number of cattle held by           
          the partnerships.                                                           
               Even if we found the agreement ambiguous as to this                    
          provision, petitioner has offered no extrinsic evidence that                
          supports petitioner's position.  We find that the agreement                 
          limits only the number of cattle subject to depreciation, but               
          does not limit the number of nondepreciable cattle owned by the             
          partnerships.                                                               
               Petitioner further argues that the portion of the agreement            
          which provides that principal payments will begin in the sixth              
          year of the partnership should be enforced by including that such           
          payments are to be made by the transfer of registered shorthorn             
          heifers.  The language of the agreement is silent as to the                 
          method of payment.                                                          
               Petitioner's proffered evidence, when considered in light of           





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